The judges next look at the Cover Girl commercial. It's so dumb. ALT says that he was engaged by both girls as they were walking down the street and being huge cheeseballs. He thinks that Ann's voice could use some work, but her smile was wonderful. Jay was very impressed at how both girls fed off of each others' energy. Nigel tells Chelsey that she's a natural smiler, and it shows. She managed to maintain a smile on her face at all times. Tyra tells the girls that they were too realistic, and didn't put enough focus on the product. They're selling makeup, not gelato. Roberto agrees. I have to say that, given the fact that they didn't come up with the concept of the commercial, I can't see how this is their fault. Maybe Tyra's giving Jay his passive aggressive annual evaluation. Jay accepts his beatings, saying that at the end of the day the girls are model-actresses, not actresses trying to be models.

The judges then look at the Cover Girl photos. Chelsey's is very strong, and Nigel says there's a lot of power in the eyes. Tyra agrees that the photo is stunning. Chelsey really did pick a good moment to step it up and not look like a drag queen. Tyra says that Chelsey was an actress in the face, but still held on to the model. She also loves Chelsey's freckles, which make her interesting and special. Jay points out that the photographer said that shooting Chelsey was a joy. Roberto says that Chelsey is beautiful, and everybody knows she's beautiful, but there's not enough focus on the product. He adds that it's too beautiful. ALT agrees and says it makes you wonder what is the product. Tyra maintains that she loves the photo, particularly the danger in it. Cover Girl is getting a bit more edgy, and Chelsey is fitting into where the brand is going.

Next is Ann's photo. It's really interesting, but certainly not what you'd usually think of as Cover Girl. Nigel agrees with that statement, and then asks if Roberto would like this photo. Roberto says that he would. He likes the eyes, and how Ann looks like she's a little afraid. ALT says that the picture incorporates the pain and fear of a bird in captivity for a moment. He feels the story, and is drawn into the picture. Jay notes that to get to this shot in the photo shoot was quite difficult. When she stepped on set she was awkward and appeared to be holding back. Tyra says that she normally loves going through Ann's film, because it's all so good, but she felt like Ann clenched up and got nervous on this one. The photo is beautiful, but Ann doesn't understand commercial modeling. Well, neither does Italian Vogue. She'll be fine.